Seller Consolidated Return definition

Seller Consolidated Return means any Tax Return of a Seller Consolidated Group.
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Seller Consolidated Return means any consolidated, combined, unitary or similar income Tax Return that includes the Company, on the one hand, and Seller, its direct or indirect beneficial owners or any of its Affiliates (other than the Company) on the other hand.
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Seller Consolidated Return has the meaning specified in Section 9.6(b)(i).
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Examples of Seller Consolidated Return in a sentence

  • Notwithstanding Section 10.6, any Tax Proceeding relating to a Seller Consolidated Return or Consolidated Taxes shall be exclusively controlled by Seller.

  • Notwithstanding anything to the contrary herein, Seller shall not be required to provide Purchaser with a copy of, or otherwise disclose the contents of, any Seller Consolidated Return.

  • All Pre-Closing Returns and all Seller Consolidated Returns (with respect to the Company) shall be prepared in a manner consistent with past practice of the Company and the Seller in preparing similar Tax Returns, except to the extent otherwise required by applicable Law; provided that no Seller Consolidated Return shall reflect any election to write down the Seller’s basis in the Company’s assets.

  • Such cooperation shall include the provision of records and information reasonably requested by the other party that are relevant to any such Tax Return or Proceeding; provided that, with respect to any Seller Consolidated Return, Seller shall only be required to provide such records and information to the extent they relate solely to the Company.

  • The amount of any refunds of Taxes of the Company that are attributable to a Seller Consolidated Return or Pre-Closing Flow-Through Return (other than any refund resulting from the carryback of a net operating loss or other Tax attribute from a period beginning after the Closing Date to a period ending on or prior to the Closing Date, which refund shall be for the account of the Buyer) shall be for the account of the Sellers.

  • Seller shall control, at its own cost and expense, any Tax Contest with respect to a Seller Consolidated Return; provided that, to the extent such contest would reasonably be expected to affect the Tax Returns or Tax Liability of the Acquired Companies for a taxable period (including portion thereof) beginning after the Closing Date, Seller shall keep Buyer reasonably informed of any material development with respect to such contest.

  • If Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, and who shall make such determination within ten (10) days from the date of presentation but in no event later than five (5) days prior to the Due Date of the relevant Seller Consolidated Return.

  • The Seller shall timely pay to the relevant Taxing Governmental Entity any Taxes due with respect to any Seller Consolidated Return.

  • Notwithstanding Section 10.6, any Tax Proceeding relating to a Seller Consolidated Return or Consolidated Taxes or the Oklahoma sales tax matters described in Section 6.3 of the Seller Disclosure Schedule shall be exclusively controlled by Seller if the resolution of such Tax Proceeding has no adverse effect (other than a de minimis one) on the Company or the Purchaser after the Closing or the Seller indemnifies the Company or the Purchaser against such adverse effect.

  • The Company and the Mainland Subsidiaries shall furnish Tax information to Seller for inclusion in any Seller Consolidated Return for a period that includes the Closing Date in accordance with the Company's and the Mainland Subsidiaries' past custom and practice.


More Definitions of Seller Consolidated Return

Seller Consolidated Return is defined in Section 8.1(a).
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Seller Consolidated Return means any Tax Return filed by or with respect to a Seller Consolidated Group, including Tennessee Form FAE 183 to the extent any Acquired Entity is included in the applicable consolidated net worth election.
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Seller Consolidated Return means any Tax Return of a Seller Consolidated Group. “Seller Credit Support Obligations” has the meaning set forth in Section 6.11.
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Seller Consolidated Return means any Tax Return of the Seller Consolidated Group. “Seller Guaranteed Obligations” shall have the meaning set forth in S ection 11.15.
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Seller Consolidated Return means any consolidated, combined, unitary or similar income Return that includes, or should have included, any one or more of the Company or any Company Subsidiary, on the one hand, and Seller or any of its Affiliates (other than the Company or any Company Subsidiary) on the other hand. “Seller Group” shall mean any consolidated, combined, unitary or similar group filing, or that should have filed, a Seller Consolidated Return. “Seller Indemnified Party” shall have the meaning given to it in Section 9.1(c)(i). 22
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Seller Consolidated Return shall have the meaning given to it in Section 6.10(c).
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Related to Seller Consolidated Return

  • Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.